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Subsequent Event
3 Months Ended
Apr. 27, 2024
Subsequent Events [Abstract]  
Subsequent Event

Note 15 – Subsequent Event

On May 4, 2024, AstroNova, along with its wholly-owned Portugal Subsidiary, AstroNova Portugal, Unipessoal, Lda (the “Purchaser”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Effort Premier Solutions Lda., a private limited company incorporated under the laws of Portugal (the “Seller”) and Elói Serafim Alves Ferreira, as the “Second Guarantor”.

In accordance with the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser acquired 100% of the issued and outstanding share capital of MTEX New Solution, S.A., a joint stock company with limited liability incorporated under the laws of Portugal (“MTEX”), from the Seller. The closing date for the acquisition was May 6, 2024.

The purchase price for this acquisition consists of EUR 17,268,345 (approximately $18.6 million) paid by the Purchaser to the Seller on the closing date by wire transfer, and up to an additional EUR 731,655 (approximately $0.8 million) retained by the Purchaser to secure certain indemnification obligations of the Seller to be released by the Purchaser subject to resolution of such obligations. Additionally, the Seller will be entitled to receive contingent consideration in an amount of up to EUR 4,000,000 (approximately $4.3 million) if MTEX meets certain revenue objectives as set forth in the Purchase Agreement for the three calendar year periods ending after the closing date.

This transaction is a business combination and will be accounted for using the acquisition method as prescribed by Accounting Standard Codification, “Business Combinations.” The purchase price of MTEX will be allocated to the tangible and intangible assets acquired and liabilities assumed based on their fair value at the acquisition date. Any excess of the purchase price over the fair value of the net identified assets acquired and liabilities assumed will be recorded as goodwill. Transaction costs related to the transaction will be expensed as incurred. We are currently preparing the valuations and other procedures necessary to determine the purchase price allocation and will record our initial fair value estimates and the results of operations of MTEX since the closing date in our condensed consolidated financial statement for the second quarter of fiscal 2025.

Also on May 4, 2024, the Purchaser, the Seller, the Second Guarantor and MTEX entered into a Transitional Management Agreement (the “Transitional Management Agreement”) pursuant to which the Second Guarantor will serve as the MTEX’s Chief Executive Officer for a term of three years following the closing date. Under the terms of the Transitional Management Agreement, the Second Guarantor will receive a salary and grant of restricted stock units and will be entitled to participate in the Company’s incentive compensation programs on the same terms as the Company’s executive officers. The Transitional Management Agreement includes customary non-competition and confidentiality provisions.

In connection with the purchase of MTEX, on May 6, 2024, we entered a Third Amendment to Amended and Restated Credit Agreement (the “Third Amendment”) with the Lender. The Amendment further amended the Amended Credit Agreement (as so amended, the “Further Amended Credit Agreement”).

The Further Amended Credit Agreement provides for (i) a new term loan to the Company in the principal amount of EUR 14,000,000 (the “Term A-2 Loan”), in addition to the existing term loan outstanding under the Amended Credit Agreement in the principal amount of approximately $12.3 million as of the effective date of the Third Amendment, and (ii) an increase in the aggregate principal amount of the revolving credit facility available from $25.0 million to $30.0 million until January 31, 2025, upon and after which the aggregate principal amount of the revolving credit facility will reduce to $25,000,000. At the closing of the Third Amendment, we borrowed the entire EUR 14,000,000 Term A-2 Loan and EUR 3,000,000 and a US dollar amount which was converted to Euros under the revolving credit facility to satisfy the entire purchase price of the MTEX acquisition payable on the closing date pursuant to the Purchase Agreement. The revolving credit facility may otherwise be used for general corporate purposes.

The Further Amended Credit Agreement requires that the EUR 14,000,000 term loan and the existing term loan be paid in quarterly installments on the last day of each fiscal quarter of the Company through April 30, 2027, and the entire then-remaining principal balance on each term loan is required to be paid on August 4, 2027.